Whereas direction has been received from RD(NR) vide letter dt. 09/07/2021 for taking action against the transferee Company namely KADIMNI TOOL MANUFACTURING COMPANY PRIVATE LIMITED along with its two transferor companies namely KADIMI SPECIAL STEELS PRIVATE LIMITED and KADIMI CONSTRUCTION PRIVATE LIMITED (which stands amalgamated into transferee company vide NCLT order dated 24.08.2021) for non-compliance of the provisions of section 12(3)(c) of the Companies Act, 2013 at the time of representing their matter under section 230-232 of the Companies Act, 2013 before RD by not stating the registered office address, CIN and email address on letterhead of the Company. The letter dated 31.03.2021 furnished by company along with 2 transferor Companies before RD office on 05.04.2021 shows that above Companies has made the violation of Section 12(3)(c) of the Companies Act, 2013.
In response to the SCN dt. 10.01.2022 the company namely KADIMNI TOOL MANUFACTURING COMPANY PRIVATE LIMITED replied along with its two transferor companies vide their letter dated 04.02.2022 that the upon knowledge the default was made good by all companies with documentary evidence.
The stance of the company that the default ought to be reckoned from 06.07.2021 i.e. date on which that petition was filed by RD(NR) before the NCLT, conveying the default on the ground that it came to the knowledge of the company on the said date is not tenable on the ground that ignorance of law is not an excuse. The date of first default will be reckoned from the date of letter, which was furnished by the company to the RD (NR) office, pursuant to which RD (NR) office came to know about the default i.e. 31.03.2021.
In terms of Section 12 sub section (8) a penalty of Rs. 1000/- is leviable for each day up to a maximum amount of Rs. 1 lac on the company and its officers in default. In the present case since the duration of default is more than 100 days, the maximum amount of Penalty is applicable on the companies and its directors. Since both the transferor Companies have already been amalgamated, the liability “–default of the transferor companies will have to be borne out by the transferee Company.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019
Order No. No. ROC/2022/KADIMI TOOL & ITS 2 AMALG. CO.S/PENALTY ORDER/5430-5436 Dated: 06.09.2022
ADJUDICATION ORDER FOR PENALTY UNDER SECTION 454(3) OF THE COMPAMES ACT, 2013READ WITH RULE 3 OF COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 12(3)(c) OF THE COMPANIES ACT,2013 IN THE MATTER OF KADIMI TOOL MANUFACTURING COMPANY PRIVATE LIMITED WITH CIN U00359DL1987PTC369021 AND ON BEHALF OF 2 AMALGAMATED COMPANIES MERGED WITH IT VIZ. KADIMI SPECIAL STEELS PVT. LTD. AND KADIMI CONSTRUCTION PVT. LTD.
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No A-42011/112/2014-Ad. II dated 24.03.2015 appointed Registrar of Companies, Delhi Union Territory of Delhi and whole state of Haryana as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [ herein after referred as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas Company KADIMI TOOL MANUFACTURING COMPANY PRIVATE LIMITED [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013/ 1956 (or previous Acts in force, as applicable) having its registered address at 1024, 10Th FLOOR, DLF TOWER A JASOLA, NEW DELHI-110025,
B) KADIMI SPECIAL STEELS PRIVATE LIMITED (CIN U28113DL2004PTC129129) PRESENTLY STANDS AMALGAMATED WITH KADIMI TOOLS MANUFACTURING COMPANY PRIVATE LIMITED VIDE NCLT ORDER DT. 24.08.2021 as per the MCA website.
AND
C) KADIMI CONSTRUCTION PRIVATE LIMITED (CIN U45201DL1981PTC012405) PRESENTLY STANDS AMALGAMATED WITH KADIMI TOOL MANUFACTURING COMPANY PRIVATE LIMITED VIDE NCLT ORDER DT. 24.08.2021 as per the MCA website.
The financial Et other details of the subject company for immediately preceding F.Yi as available on MCA-21 portal is stated as under: –
| S. No. | Particulars | Details |
| 1. | Paid up Capital- as on 31.03.2021 date (Equity Et Preference Shares) | 79,71,000 |
| 2. | Turnover- (Revenue from operations as per Balance filed on MCA-21 portal for the F.Y 2020-2021) | 79,25,16,037 |
| 3. | Holding Company | NA |
| 4. | Subsidiary Company (Wholly owned subsidiary co.- Kadimi Technology USA Inc.) | Yes |
| 5. | Whether company registered under Section 8 of the Act? | NO |
| 6. | Whether company registered under any other special Act? | NO |
3. Facts about the Case:
Whereas direction has been received from RD(NR) vide letter no RD(NR)/AMALGAMATION/KADIMI/2021/2236 dt. 09/07/2021 for taking action against the transferee Company namely KADIMNI TOOL MANUFACTURING COMPANY PRIVATE LIMITED along with its two transferor companies namely KADIMI SPECIAL STEELS PRIVATE LIMITED and KADIMI CONSTRUCTION PRIVATE LIMITED (which stands amalgamated into transferee company vide NCLT order dated 24.08.2021) for non-compliance of the provisions of section 12(3)(c) of the Companies Act, 2013 at the time of representing their matter under section 230-232 of the Companies Act, 2013 before RD by not stating the registered office address, CIN and email address on letterhead of the Company. The letter dated 31.03.2021 furnished by company along with 2 transferor Companies before RD office on 05.04.2021 shows that above Companies has made the violation of Section 12(3)(c) of the Companies Act, 2013.
In reference to the said directions Show Cause Notice (SCN) were issued by this office to the companies Et their respective officers in default on 10.01.2022 through speed post and as per postal tracking same were received. In response to the SCN dt. 10.01.2022 the company namely KADIMNI TOOL MANUFACTURING COMPANY PRIVATE LIMITED replied along with its two transferor companies vide their letter dated 04.02.2022 that the upon knowledge the default was made good by all companies with documentary evidence. A tabular statement in this regard is as under.
| A | B | C | D | E | F |
| S.No | Name of company | Date of the letter furnished by Company to the RD office where default was noticed by RD office |
Date of issue of Show cause notice issued by this office pointing out violation of section 12 of the Companies Act, 2013 |
Date of the reply furnished by Company in response to show cause notice issued by this office Company to | Date shown in the documentary evidence shown by the prove that the default was rectified upon knowledge. |
| 1 | Kadimi Tool Manufacturing Company Private Limited | 31.03.2021 | 10.01.2022 25.04.2022 | 04.02.2022
05.05.2022 |
19.07.2021 |
| 2 | Kadimi Special Steels Private Limited presently stands amalgamated with Kadimi Tool Manufacturing Company Private Limited |
31.03.2021 | 10.01.2022
25.04.2022 |
04.02.2022
05.05.2022 |
16.07.2021 |
| 3 | Kadimi Construction Private Limited presently stands amalgamated with Kadimi Tool Manufacturing Company Private Limited |
31.03.2021 | 10.01.2022
25.04.2022 |
04.02.2022
05.05.2022 |
11.10.2021 |
Another Show cause notice was issued by this office on 25.04.2022 to the companies and its officers in default through speed post as well on Company’s email id. As per postal tracking same were received by Company. In response to SCN, the company again replied vide their letter dated 05.05.2022 that the upon knowledge the default was already made good by all companies with documentary evidence.
A date for physical hearing was fixed for 14.07.2022 subsequent upon email request received from company on 24.06.2022 regarding opportunity to represent their case physically. On designated dated i.e 14.07.2022 Sh. A.K Gupta, PCS and authorized representative of the Company appeared in this office and had submitted that in the present matter the default was come into the notice of Company and its officers in default on 06.07.2021 that is the date on which date the RD(NR) filed his petition before NCLT i.e., 06.07.2021. Therefore, he submitted that in the present matter the date of default may be considered from the date of RD’s petition before NCLT about the default made by the Companies in question.
4. The relevant provisions of Sections 12 are reproduced as under:
Section 12(1) – A company shall, on and from the fifteenth day of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notice as may be addressed to it.
XXXX
Section 12(3) Every company shall—
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) have its name engraved in legible characters on its seal, if any;
(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved
XXXX
Section 12(4) – Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.
XXXX
Section 12(8) – If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
5. ADJUDICATION OF PENALTY: –
The stance of the company that the default ought to be reckoned from 06.07.2021 i.e. date on which that petition was filed by RD(NR) before the NCLT, conveying the default on the ground that it came to the knowledge of the company on the said date is not tenable on the ground that ignorance of law is not an excuse. The date of first default will be reckoned from the date of letter, which was furnished by the company to the RD (NR) office, pursuant to which RD (NR) office came to know about the default i.e. 31.03.2021. The period of default for companies is reckoned on the basis of the tabular statement given at para 3 of this order, thereby the period of default arrived is as under:
a) In the matter of Kadimi Tool Manufacturing Company Private Limited from 31/03/2021 to 19/07/2021 (i.e. the (111 days)
b) In the matter of transferor Company Kadimi Special Steels Private Limited (presently amalgamated into Kadimi Tool Manufacturing Company Private Limited) from 31/03/2021 to 16/07/2021 (108 days)
c) In the matter of transferor Company Kadimi Construction Private Limited (presently amalgamated into Kadimi Tool Manufacturing Company Private Limited from 31/03/2021 to 11/10/2021 (195 days)
In terms of para 2 of this order the company does not satisfy the requirement of a small company U/s 2(85) of the Companies Act, 2013 therefore the amount of penalty as provided under sub section (8) of Section 12 is leviable on the companies and their directors respectively.
In terms of Section 12 sub section (8) a penalty of Rs. 1000/- is leviable for each day up to a maximum amount of Rs. 1 lac on the company and its officers in default. In the present case since the duration of default is more than 100 days, the maximum amount of Penalty is applicable on the companies and its directors. Since both the transferor Companies have already been amalgamated, the liability “–default of the transferor companies will have to be borne out by the transferee Company.
| i A | B | C | D | E | F |
| S.No | Name of company and its officer in default |
Amount of penalty as prescribed under section 12(8) of the Companies Act, 2013 for violation section 12 on behalf of company namely KADIMI TOOL MANUFACTURI NG COMPANY PRIVATE LIMITED AND OTHERS |
Amount of penalty as prescribed under section 12(8) of the Companies Act, 2013 for violation section 12 on behalf of amalgamated Company namely KADIMI SPECIAL STEELS PVT. LTD. AND OTHERS |
Amount of penalty as prescribed under section 12(8) of the Companies Act, 2013 for violation section 12 on behalf of amalgamated Company namely KADIMI CONSTRUCTION PVT. LTD.) AND OTHERS | Total amount of Penalty to be levied s prescribed under section 12(8) of the Companies Act, 2013 for violation section 12 on respective parties (F= C+D+E) |
| 1 | Kadimi Tool Manu-facturing Company Private Limited | 1,00,000 | 1,00,000 | 1,00,000 | 3,00,000/- |
| 2 | Rakesh Gupta | 1,00,000 | 1,00,000 | 1,00,000 | 3,00,000/- |
| 3 | Sahil Nath | 1,00,000 | 1,00,000 | Not applicable | 2,00,000/- |
| 4 | Ishaan Nath | 1,00,000 | 1,00,000 | Not applicable | 2,00,000/- |
| 5 | Ravinder Nath | Not applicable | Not applicable | 1,00,000 | 1,00,000/- |
6. The noticees shall pay the said amount of penalty as mentioned in Column F of above table through online mode by using the website mca.gov.in (Misc. head) in favor of “Pay Et Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid. In case of the above-mentioned officers in default, penalty is required to be paid from their own fund.
7. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website www.mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) a 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
8. Your attention is also invited to section 454(8) of the Act in the event of non-payment of penalty within the prescribed time limit.
9. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent Company and its officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
(PRANAY CHATURVEDI) ICLS
Adjudicating Officer & Registrar of Companies
NCT of Delhi & Haryana
